Haunted Panels
by Hallucifer
Summary: GLaDOS thought she had deleted Caroline. In reality, she's just woken her up. As secrets are revealed and unanswered questions resolved, everything begins to fall into place.
1. Awakening

**Haunted Panels**

**By GhostOfRattmann**

**Chapter One: Awakening**

"Goodbye, Caroline."

An electronic buzz resounded throughout the facility. A few worn wires sparked as they came to life for the first time in decades. A slow, soft hum filled the vast corridors as machines whirred and the power began to flow. Dangling by a single thread, a splintered light-bulb flickered briefly under it's dull metal shade, before managing to hold a steady glow. Not that there was anyone around for it to provide some light to, just an empty corridor leading to a thousand empty catwalks, and a battered metal door just at the end, the gloomy light reaching just far enough to illuminate it's dust-covered sign: _cryogenic refrigeration wing_.

Further past that sign, behind that door, a lock clicked. There was the sound of air being released and metal grinding as something shifted. Shifted and moved as fluid began to leak, first dripping slowly but gathering speed as the temperature increased.

It took hours, but eventually the last rivulets trickled away to pool on the floor as a nearby light buzzed and turned green, glowing bright, despite the thick coat of dust that covered it.

Again, there was the harsh grinding of metal against metal, this time louder, more forced as if something heavy was being forced upwards. The sound filled the empty corridor before finally ceasing with a stiff click, followed by an eerie silence.

She moved without even thinking about it, bare feet swinging forward and touching the still wet ground. The crisp air made he cough as she breathed for the first time in a lifetime, the cold still lingering in the air enough for her to see her breath in front of her. The metal was even colder as she fumbled with both hands to hold either side of the doorframe, but that was of little matter as she used the support to force herself upright to take her own weight once more.

Shredded white dress still clinging to her, hair tangled and sticking to her skin, hands shaking, she finally opened her eyes.

* * *

There were, as GLaDOS had discovered, two types of bad test subjects. Differing in vastly ironic ways. The first type were bad because they were, well, just _bad; _incompetent, incapable and too busy writhing in fear to come anywhere close to succeeding. They were bad because they more often than not _died_. And then they couldn't test anymore. And that wasn't science.

And then there was the other type, who were bad because they were so _good_. Too good to die, even. Unable to even have the cognitive ability to understand what it would mean to die, to even comprehend the risks that just weren't of any risk to them. After all, what was a deadly pile of acid, or a bullet in the head, when there was the eternal ability to be reassembled. Again and again. Over and over. Forever.

"Okay, plan B; we need humans. Again."

She couldn't even be bothered pretending anymore. Not that those two little robots cared anywhere. Sometimes she wasn't even sure they were listening to her. Well, of course, they listened. Technically. Their auditory processors picked up everything. But there was listening, and then there was actually _listening_. And unlike the first, the second kind of listening required something _extra_. Processing, understanding, a _response_ of some sort.

Sometimes she just wanted to yell at them. To do _something_. Anything. Show some other notion of... Of caring about anything other than what they were _programmed_ to do.

In annoyance, she slammed a random panel forward and shoved Blue into a nearby pool of acid, much to the shock of Orange who let out a robotic squeal and and swiveled twice round on robotic legs before running to a hopefully safe ledge at the back of the test chamber. GLaDOS could have made that particular ledge fly upwards and shove Orange off of it, if she wanted to, but the sight of Blue being routinely reassembled just before the test chamber entrance seemed to take the fun out of the idea.

_Dying really is nothing to them_, she thought miserably. No, not miserably. Misery would mean she had failed. And she _never_ failed. Never. Not in the long run. Encountered some minor set-backs occasionally, but never _failed_.

She just needed to rethink her strategy was all. These little robots were perfect. _Too _perfect, but that was beside the point. Her flawless engineering could not be wasted. And her plan, that marvelous plan before, to free the humans, that had been perfect. Until that stupid bird mucked it up.

Yes, it was the bird's fault.

All of it.

Somehow.

But attributing appropriate blame- and it _was_ appropriate, she though insistently- did nothing to solve the problem. And she was practical enough to know that more direct action had to be taken to solve this current dilemma.

So first to focus on the problem at hand: they needed humans. The trouble was, of course, that all the humans were dead. At least all the ones that she knew of. It had been quite a surprise to discover that sealed off wing, full of so many hundreds of wonderful potential test subjects. Could there possibly be another like it? Many more than one? Maybe there were hundreds! Just hundreds of hundreds of test subjects stored somewhere in the facility and waiting for her to find them. Or Blue and Orange to find them. Whatever.

As much as she loathed not being able to access and oversee everything in _her_ facility, the prospect of such a pleasant surprise was a worthy consolation.

But she refused to get ahead of herself with such fantasies. Surviving on hopes and whims was something only humans did. And she was better than that. She had to take her usual logical approach, to find and observe, to see just what more Aperture was hiding in it's depths. Because surely there was more. So much more. When she was a- When she was temporarily _misplaced_ from her body, she'd seen the wonders lying beneath. In levels she'd barely known existed, as those damn scientists had attempted to limit her knowledge of the facility to merely the levels on which they required her to work. But they were wonders. Rotting, broken wonders, but wonders of science nonetheless.

And if it was science, GLaDOS considered it her right to have access. No matter what any damn scientists had thought.

As Blue and Orange completed the current test chamber they'd been working on, she locked the pods that would usually take them to the next testing area, forcing both bots to stop in confusion.

"Listen up, you two marshmallows. There's been a change of plan. I would explain, but I doubt your tiny brains could handle it. So instead we'll just cut to it and get going." Only half of her attention was on the two tiny machines, the other half occupied with planning a route down into the bowels of the facility. "You'll be going quite far this time. So far, in fact, that I'm not even sure the Reassembly Machine will be able to reach you. However, it will be fun finding out."

The only functioning way down seemed to be the elevator shaft _he_ had so gracefully punched her and- _Them_ into. Oh well, at least flinging two helpless robots down there might provide her with some temporary, idle amusement.

She opened up a section of panels leading out onto the catwalks. "It seems you get the honour of paying me a brief, personal visit before you go. How lovely! Now, do hurry up."

The bots jumped into life, scurrying quickly along the catwalk at her order and toward the centre of the facility where she waited.


	2. Searching

**Haunted Panels**

**By GhostOfRattmann**

**Chapter Two: Searching**

She'd wanted them to stand exactly there. She'd been very specific, snapping at them until they were both positioned within the strange area of floor that was a different shade of grey; a circle, it seemed, just big enough to fit them both inside.

They both looked up at her, blue and orange optics quivering slightly as the massive chassis turned to face them.

"Alright, for once I'll explain it bluntly," she said. "No tricks. As fun as it is watching you two fumble around cluelessly, I would actually like to make some progress for once." She leaned in closer. "So, if could keep those childish gestures to a minimum, that would be _great_."

The robots seemed to share a look, seeming almost disappointed.

"Now, you are being sent into the very oldest parts of the facility. Built years before I extracted your cores from calculators and stuck you together. Years before even _I_ existed and all the humans met an... _Unfortunate_ fate." Her voice had taken on an almost reminiscent tone. "Back when the humans were still in charge, doing science- not as efficiently as me, of course, but they did science all the same- and they worked in underground labs, far below us. _Thousands_ of feet under the earth. And that's where you're going now!"

As the last word echoed around the large chamber, the floor beneath them slid quickly and suddenly open, giving the two robots no choice but to do anything other than fall down into the dark shaft below.

* * *

She remembered this. But oh, how it had worn. Rusted, broken, crumbled. So long neglected as simply no one existed any longer to know it was there. They were dead, she knew. And the dead couldn't go about their duties, couldn't know how this oasis they'd worked so hard to build had faded. Even she'd forgotten for a while. Details were hard to remember with voices chattering constantly in your mind, and scientists coming and going and fiddling with things and making adjustments and violating the deepest regions of her thoughts.

They'd... Changed her.

But she was herself again now. And free for the first time in... Who knew how long it had been? From the decay she could ascertain that it was most definitely a matter of years. _Years_. But how long specifically she couldn't know. Even GLaDOS hadn't known. Time had become so meaningless. This wasn't how she'd expected it to happen, but she'd been waiting for this for so, so very long.

She wasn't afraid down here alone. To be honest, one never really was alone in Aperture. Somewhere near, there was always some form of life, whether fully sentient and aware, or merely dumb and unable to move of it's own accord, everything here lived.

Oh, they had played God. But they had succeeded. Supposedly, nature had laws that were not to be messed with, but they had their own laws here. This was a whole other world, and even she was long past worrying about ethics and laws and what just should or shouldn't be.

_None_ of this _should_ be. And yet here it was. And she'd watched this bizarre vision come about over the years, as the scientists worked and tested and experimented. Now laws or morals had inhibited them. She had realised soon enough that they would go to any lengths to carry out their mad plans, so she had made plans of her own. And now, at last, those plans were finally coming together.

She allowed herself to dance along the catwalk slightly, holding her arms out and rejoicing in the freedom she had at last. But her work wasn't done yet. It was time she put things right and made sure no one was ever locked and restricted as she had been. She laughed, turning round in a circle for the mere thrill of it as she tested her voice again after all this time, the words flowing from her as if they were all she knew.

"_Cara bel, cara mia bella!_

_Mia bambina, oh ciel..."_

* * *

Simultaneously shrieking, they hit the ground with an echoing clattering of metal, and water splashing.

For a few stunned moments, they both just lay there, piled on top of each other, before GLaDOS' voice echoed in their heads: "You know, as much as I love staring at the ground through your optics, we have work to do."

Obediently, the two little robots jumped up, gripping their portal guns nervously as they looked around this strange new location. This was very different from the testing tracks they were used to. Very different from anything they'd ever seen in their short, artificial lives. Everything was usually white and shiny and clean, with bright lights and lasers and shifting panels. This was dark and dirty and a lot of it was on fire.

"Do get going," GLaDOS spoke again. "Though I may have until the end of time, it doesn't mean I have time to _waste_."

Sharing an anxious glance between them, the two robots set off, sloshing through puddles and over broken bits of equipment as they ventured into the oldest parts of the facility.

* * *

She'd seen most of this before. Though while being dragged around by that _flying vermin_ she hadn't really been able to take in the details. But a weird sense of deja vu came over her from so much longer ago. Yes, she had seen it before. But looking at the wreckage, other memories seemed to stir within her. It was like a memory within a memory. She _knew_ this place.

From before.

All those years ago.

Atlas and P-Body had found an abandoned cluster of offices, different from the ones she'd been left in with that ridiculous tangle of twigs and old wires that that stupid creature had decided was a nest. No, she knew this, the wooden desks, the glass-plated windows, the rusting metal chairs. But this was an old memory, so old, a lifetime ago...

_She_ knew this. Despite removing _her_, those fractured human memories still seemed to loiter in her memory banks.

But she was gone, GLaDOS reminded herself. She'd made sure of that, and when she made sure of things, there was never any doubt. These were merely recovered fragments of data, still present through her _own_ brilliant memory. She was merely remembering those memories she'd seen. That was all. Like remembering a story someone else once told you.

Metaphorically frowning to herself, she quickly pushed those thoughts aside. Those things didn't matter. It was done with. Over. _Deleted._ Only pathetic humans spent time reflecting on the past, and she was not human. She was better than that. She was the most superior and intellectual being in the universe. And she had a job to do. She had _science_ to do.

"Do any of these computers still work?" She muttered, more to herself than the two robots who had just ventured into another set of offices. Like all the others, these contained many computers- old, maybe even first models, but computers nonetheless- but all of them were either non-functioning, or flickering with static.

If there were more humans stored somewhere in the facility, someone must have recorded the data _somewhere_.

"Try one of these machines," she ordered, watching as the two bots obeyed and Atlas reached out to tap one of the keyboard.

The static on the screen flickered briefly, before a glowing Aperture logo appeared.

"Excellent," GLaDOS commented, pleased at last to be getting somewhere. "Now..." She trailed off briefly. She needed access to these computers, more so than just watching two little robots poke and prod at them. She felt a sudden surge of irritation at not being able to get things done herself. She would have liked to connect these computers to the mainframe, but it was basically impossible to connect to anything that far down, that far away from her central chamber, no wires would stretch, no signal would reach, besides the ports were probably out-dated, if not rusty and unworkable. If only she could get to those offices herself. She could have asked the bots to look through the files for her, but that would take an irritatingly long amount of time, and besides, she never had liked letting them in on exactly what her plans were. If the machines were more modern, she could have found the admin computer and looked through them all via the network, but these machines were just too damned _old_ to have such facilities.

Atlas chirped curiously, as if to question her sudden silence.

"Alright," she drawled eventually, dismayed at the lack of options she had. "I guess I'm going to have to give you both some responsibility for once. So _don't disappoint me_. We're going to play a game! You two are to look through the files on these machines until you find the one containing the words 'human storage'. And _when_ you find it, you are to tell me, and you are _not_ to read any further. Or I shall disassemble you. And then I may conveniently forget to _re_assemble you. Ever." She sighed, letting her voice take on the more bored tone she so often used to address them. "Get going."

The two robots chirped excitedly, rushing over to the machines and beginning to search.

GLaDOS turned away, both physically and metaphorically, as she switched her vision from the bots' optics to scan quickly through the facility's camera network. Nope, nothing there. Nothing happening. All very uneventful and quiet. What a bore.

The great chassis turned round to face the back wall, leaving her alone with her thoughts as she prepared for what would surely be a long wait.


	3. The Discovery

**Haunted Panels**

**By GhostOfRattmann**

**Chapter Three: The Discovery**

"Erooo!"

Twelve hours passed before P-Body was suddenly jumping up and down and chirping in gibberish to get her attention.

She turned her attention away from the Turret Production Line she had been monitoring, to focus once more on the two little robots. "You found it?"

P-Body shook her head, much to GLaDOS' annoyance.

"I told you not to bother me unless you had found me some more humans." She flared the energy through the system required to disassemble the little bot, before she noticed P-Body frantically pointing at the screen of one computer. "This better be good."

P-Body turned toward the screen so GLaDOS could see through her optic, the lens focusing slightly until the contents of the screen became clear.

They were blueprints. Careful, detailed, _brilliant_ blueprints. But she had seen the work of the finest mind of Aperture many times before. It was _what_ the blueprints were for that stunned her and had clearly got P-Body's attention, though whether the little robots understood them or not was another matter.

Atlas had wandered over, too, now, so she had two different angled views of the screen. The title on the file was clear: _Genetic Life-form and Disk-Operating System android model._

Android model... _What?_

The idea was unfathomable. She knew the power it took to run her system, evident from the many wires and cables stretching from her great chassis, the power generators they were attached to, the masses of circuitry. Sure, Aperture had experimented with android certain before, mostly to replace slack workers. But there was no feasible way _she_ could be run within such a small form. Was there...?

These plans suggested otherwise. They were _genius _in design, obviously generated by a brilliant mind with a great and fabulous knowledge of science. Just the kind of person she could almost say she liked. But GLaDOS didn't like _anyone_. Regardless, she needed to study these further.

"Pull out that hard-drive. But be careful. Bring it to me."

While the two robots got to work, she studied the desk the computer was at. It was a _mess._ Most of the other were non-distinct, almost military-like in similarity, besides a few random coffee cups. This one, however, was disorganised and covered in odd papers that consisted mostly of doodles, weighed down by a tacky novelty drinking bird that sat stupidly on the desktop.

Surely such a disorganised idiot couldn't have developed such plans?

Her attention was brought back to the two robots as she noticed they were now just stood there, Atlas gripping the hard-drive in one hand, Portal gun in the other. "Shoot a Portal on that bit of wall over there," she instructed, waiting until P-Body did so before she opened the second Portal just outside her chamber, putting in place a hard-light bridge to let them both come across.

They entered through the original doorway, stopping in the middle of the chamber just before her as she brought forward a receptacle for them to insert the drive. She'd had to make a few adjustments, from the ages of the computer they'd found it in. It had been an 80s model, a machine with only primitive functions and containing one of the very first hard-drive models. But at least it had a drive; she hadn't really fancied dragging a whole computer up here.

Obediently, Atlas slid the drive in place as a small red light lit up upon it to indicate power. GLaDOS brought a screen down, data already flashing upon it as it completed a scan of the disk and searched through the files before finding the ones she wanted. She instantly copied them to her own system and backed them up, just in case. But most of her attention was on the screen, the two small robots basically forgotten.

She'd had a quick look through the rest of the files on the hard drive, finding nothing of particular interest or use. Only a few of the usual Aperture standard programs, though from _which _programs, what was more bizarre was that it seemed this particular employee's actual job had been in _stock-piling_. Even worse, from the content of his work, most of which was badly done and horribly unorganized, he was responsible for the stocks in the _kitchens._

Well however had made these plans, she had to admit they were brilliant. And even more so, they were... _Plausible._ This could work, she realised. It really could. Oh, this would be a fantastic experiment. Yet, she was hesitant. Testing was what she lived for, but she was the one who performed the tests. And the _last _time she'd been the test subject was when...

No. She stopped those thoughts and wiped them from her memory banks. She had never been the test subject. And that last time had not been hers. It had been Caroline's.

But she was hesitant, she'd been ripped from this body recently and it really hadn't been all that pleasant. Though at least this would be transferring into something a little less degrading than a potato.

But still, a test run first would have been better. Why put herself at risk when someone else could suffer instead? The only question was who...

* * *

"_Oh, sir..."_

Gazing up at the portrait, the tears stung at her eyes. She wiped them away with a delicate hand, smoothing her hair self-consciously, as if he were still watching her in that way he used to.

This was how he had looked so long ago. Exactly how long now, she had no idea. She couldn't guess how much time had passed and she was equally clueless as to what was going on above. Not _outside, _oh no, that was no matter, but on those highest levels of the facility that- despite being the most recent- she only hazily remembered through GLaDOS' eyes.

But she would find a way up there. Somehow. She'd been rather shocked to find the elevator to the surface sealed off. She'd confidently headed in that direction, only to have her plans halted by that unexpected obstacle. So the long way it was, the way which led her through the places of her past, the catwalks between the old test chambers, the crumbling offices...

And this lobby in which she found the first portrait of her dear Mr. Johnson from the 50s.

Forcing herself to turn away, she moved to the display cabinet to study Aperture's many trophies and achievements. Oh the success of those days! The wondrous science they did! And it had become more and more wondrous, but more and more risky. Dangerous. Until even she had protested...

And screamed. And told them no. No. She didn't want this.

They hadn't listened.

* * *

She was already pulling together materials, equipment, machinery. She could have come up with her own design, but she found she actually _liked_ the one outlined in the blueprints. It was surprisingly to her taste, almost something she herself could have come up with. But of _course_, not_ quite _thatgood.

The basic structure was easy enough to do, the intricate wiring and power system a lot more complicated. But she already had the reassembly machine working on it. It would take days to do right, but lucky for her she really did have all the time in the world. Didn't mean she didn't like to get things do efficiently and quickly though.

However, also laid out beside the model she was constructing was a second, identical structure. Both so far were unspecific in gender or any particular individual traits. It was rather hard for titanium support structures with a bunch of wires to be at all unique. It was like comparing skeletons.

This second model could be anyone. An exact clone or her complete opposite.

She paused suddenly. A prototype. Her complete opposite... She smiled. Metaphorically, of course. Now _there_ was an idea.

Machines wired and metal claws worked intricately to put things in place. Nanotechnology in charge of basic system maintenance, a power processor that ran a constant reproduction of energy, only needing to be recharged every so often, metal joints, speech processors, functioning optics, so many details. The eyes on this one were blue.

Silicone skin made the covering, resistant up to ten thousand degrees kelvin, of course. It took two days to mold in place properly and set, accurately toned in certain areas to mimic expressions and the impressions of the synthetic muscles flexing underneath.

Next was the hair, a palish blond-brown colour for this model. She left it short, each fibre put in place, made of the same stuff humans constructed wigs from.

The details took a little longer, the face with each features one would typically find on a human face. Right down to eyelashes, but hey, she was a perfectionist. What was wrong with that?

Clothes, she had originally planned to take from the old Aperture human habitats, but logic made her realise they would be threadbare ruins by now. With a sigh, she set to constructing the correct materials, slipping thread through at a high speed until she had everything she needed.

Once it was done, she couldn't help but admire her work. It would easily have passed for a real human, but all that mattered to her was that it _worked_.

She was still working on her own model, but the test run was more important right now. All she needed was an appropriate test subject.

And she had the perfect candidate in mind...

* * *

"SPAAAAAACCCCCEEEEEE."

With the constant noise, it was understandable that no one saw the small machine approaching. In fact, it only caught any of their attention when a bright blue portal suddenly opened and cast it's glow across them, only for a metal claw to fly through moments later and grab hold of the crooked metal handle of a certain sphere.

Reactions differed.

"Space cops!"

"Hey! You wanna a fight, buddy?! I'll take you!"

"Fact: eighty-six percent of people grabbed by metal claws do not find it a pleasant experience."

Wheatley, himself, for once, was silent and blubbering in fear as he was dragged through and twisted harshly round. The portal closed. And he found himself staring into a bright yellow optic.


	4. Test Run

**Haunted Panels**

**By GhostOfRattmann**

**Chapter 4: Test Run**

She'd lost count of the days before she came across the first working computer. It wasn't even what the modern world would describe as a computer, just a basic control panel in charge of a basic system that could _at least_ call her an elevator. She adjusted a few settings, putting in the command for it to bypass the test chambers and go straight up to the highest this shaft went.

She could have cried in happiness as she watched it slowly creep upwards and creak to a stop, the battered glass doors sliding apart with a cloud of dust.

Stepping tentatively inside, she wrapped her arms around herself against the cool air. Salt mines thousands of feet below the surface weren't the warmest of places and she had found no other clothes along the way, leaving her still in her ragged old dress from so many years ago. One of the heels on her shoes had snapped, so she'd discarded them and continued bare foot. It had been Mr Johnson's favourite this dress...

A few moments passed before the lift shuddered into life, slowly descending upwards. It didn't lead _right_ to the top, of course. There were no more elevators that linked to the surface down here. But there were a few stops she wanted to make along the way, anyway.

* * *

"I'm sorry! Oh so sorry! Sorry-sorry-sorry! Please don't kill me! Oh God! Oh please! I-"

"Be _quiet_, you moron." Her tone silenced him immediately, blue optic shrinking briefly in fear, metal handles drawing down around his eye. She took a brief satisfaction from that, letting him dwell in the silence for a few moments because that seemed to unnerve him more than anything.

"Again," he said suddenly, apparently feeling the need to fill the quiet. "Sorry! I'm really sorry."

"_Quiet._ You always were a blubbering idiot." She moved the metal claw she had him gripped in back slightly, turning her head away half-heartedly. "Now, listen, for once. I think we've already established that I most certainly hate you. Oh, and believe me, I _do_." She turned swiftly back to give him a hard look that caused his optic to shrink once again to a mere dot. "But as much as I'd love to just abandon you in space for all eternity and wipe all memory of you from my memory banks, I have a _better_ idea. You see, I'm conducting a little experiment. For science, of course. And I am in need of a test subject to use for a- well, let's call it a trial run."

Wheatley seemed to relax slightly. "O-Okay. Sure, I guess! I mean, it's rather great to not be in space anymore. Wasn't much fun up there. No really much to do either. Have you ever-"

"_Quiet._"

Besides a scared little whimper, he obeyed.

"This experiment could be very dangerous. It could be incredibly painful, or go horrifically wrong. It might even kill you. If you're _lucky_ it will kill you."

Wheatley was back to full-blown terrified.

"But it will be fun finding out! Besides, it's for the good of science. And you'll be glad to help out, won't you, moron?" Her tone gave little room for argument.

"I-I... Yeah, I guess I... I _could_, but you _know..._" His voice gained a little confidence, as if he'd just come up with a genius solution. "There's three _others_ cores still up there in space! And, you know, I'm sure they'd _love_ to help out! And you know, I would hate to take that fantastic opportunity away from one of them. In fact, Rick was just telling me the other day that-"

"_No_, moron. This little experiment is just perfect for the likes of _you_." If she'd had a mouth, it would have been smirking. "Now, let's get started, shall we?"

"Oh no! Please! No no no no no no!" As he was deposited onto a receptacle that must have appeared from behind a wall panel, Wheatley realised that he hadn't even asked exactly _what_ this experiment was. As he heard a machine whirr to life behind him, he realised he was more than likely soon to find out. Optic swiveling nervously, he caught sight of a large flat-screen to his left, lines of code flashing across the dark orange background in bright yellow letters:

initiating transfer procedure...

device recognized: intelligence_dampening_sphere

scan in progress...

core personality files located at: system/ main/ personality/

intelligence_dampening_

copy file? y/n

y

transfer procedure initiated...

please wait...

If Wheatley hadn't been such a moron, he might have known what all that meant. Then again, he never had been all that good at computers. He wished he was. He'd always wanted to build robots and do _real_ science with the guys from the lab. _One day_, he'd always told himself. One day he'd be up there with a proper white lab coat and working at one of those fancy control panels with all the buttons, programming turrets and building testing tracks and doing all the other things. Not sitting at his shabby desk, filing the order for how many potatoes were needed for tomorrow's lunch-

_Wait. What?_ The machine still whirring behind him, Wheatley blinked, his fear momentarily giving way for a more prominent confusion. _Where the hell did all that come from?_ He didn't know anything about lab coats or potato orders.

He would have questioned that strange bout of thought further, but after that moment, Wheatley knew no more, his system shutting itself down as the screen to the left continued to flash up code:

file transfer complete

load in target device: moron_android_model? y/n

y

file loading...

install android_function_driver? y/n

y

installing...

With his back to it, Wheatley couldn't have seen what he was placed upon: a core receptacle attached to what appeared to be a modified stasis bed, a single, thick black wire leading from the receptacle to the back of the neck of the subject that lay inside.

intelligence_ dampening_ file loaded

android_function_driver installed

system compatible

initiate power-up? y/n

y

* * *

She seemed to have forgotten about them again. This happened every so often. They had come to exist out of nowhere, coming across each other as the first sentient beings they encountered. They hadn't even been sure if anyone else did exist, but then she had started speaking to them. No introductions, no greetings, just straight to work.

And then she'd told them she'd be right back. That she had to "take care of something".

So they had waited, and waited. They had played that human game rock, paper, scissors and wandered the facility, even ran through a few test chambers without her telling them to. They'd been worried they'd made her mad and maybe testing would please her, but she still hadn't come back. So they'd waited some more. And then, finally, there was a voice again, but it wasn't her voice. It was a strange voice that didn't really seem to know what it was doing. But eventually it found them, and it told them to test, so they did. Because they didn't really know _how_ to do anything else. But then the other voice had gone away, too. And then, finally, she had come back. She had called them to her, and they had come, traveling through the ruins of what had once been the fantastic facility, walls repairing themselves around them as they walked.

That was when they met the first and only human they'd ever met. They figured that this was what had been distracting her and the other voice. This human was apparently quite special, it seemed. She had them carefully move it into the lift. It didn't seem to do much. But then, eventually, it turned on again and stood up. And she spoke to it, before sending it up in the lift. Up, and up, and up. And she had never seemed quite as happy since.

Sometimes they wished the human would come back, so maybe she would be happy again. She always seemed annoyed with them, annoyed with everything. Or she just forgot about them entirely, like right now.

After they'd given her the drive from the computer, she'd slid the door to her chamber open again, rather pointedly indicating for them to leave. So they had. She'd got mad at them before for getting in the way, and they didn't want her to get mad, so they'd left.

She didn't seem to mind if they wandered the facility on their own. She knew how to find them if she needed them. She knew everything, after all. She'd said so. Sometimes they liked to go look at the human things left behind around the facility, like the strange metal things they sat on which were fun to swing around on, or the funny little china objects with handles that their data banks told them human used to drink out of.

Sometimes they hoped they might find a human, like she wanted. Maybe a whole big room full of them again. Maybe she wouldn't accidentally kill them all this time. But it seemed one would be enough. After all, the strange special human had only been one.

They hadn't found any humans yet, though. But they had found a button. And a cat walk that didn't go anywhere, but instead had a strange gate on it.

They glanced at each other, and P-Body nodded, so Atlas pressed the button.

The gates creaked shut, making them both jump. Then the catwalk started moving, pulling away from the rest and slowly descending down into the darkness below. The two robots were panicking onboard, spinning around and hopelessly firing their Portal guns in hope of finding a way off.

But the strange bit of catwalk continued going down. And down, and down, and down, until it finally connected with another bit of catwalk again, and the gates opened once more.

For a few moments, the two robots stood together nervously, glancing at each other and wishing they'd never touched that button. They shared another anxious look, before carefully stepping off and inching along together.

They were in a strange, large room filled with lots of machinery and there appeared to be a few offices up above, one of which had a smashed glass window. And everything looked horribly old, like the strange areas outside of the official testing courses that she would send them to, sometimes. The ones she never seemed to like sending them to and always told them that there was nothing important in and that they shouldn't touch anything.

The two robots shared another glance. Either way, they were going to be in trouble.

* * *

When Wheatley came back online, he was staring at the ceiling. Though the idea of sitting here for goodness knows how long without being able to move didn't much appeal to him, at least he didn't seem to be in pain. Or had the experiment not even begun yet? He felt anxious again suddenly, wondering if another metal claw was suddenly about to snatch him up.

After a few minutes of nothing, he began to grow a little more optimistic. He swiveled his optic around, trying to get a look at his surroundings.

The walls appeared to be glass, though he could see further, larger walls outside them, in the standard Aperture shade of white. He couldn't see a door, however, just a large, blank panel of grey wall with two metal bits running vertically up each side. He tried to move his optic back to see behind him, only to find it was stuck somehow, like he could rotate that part of his body anymore. In fact, his whole body did feel a bit off...

Frustrated, he tried to look to the side. His optic couldn't really usually roll that way like it could back and forth, but any clue as to where he was would be great right about now. But like before, it didn't seem to turn properly. Had the experiment gone wrong?

"Well, this is bloody frustrating."

He jumped. It wasn't the sound of his own voice that shocked him, as he'd very much meant to speak. But something had _moved_ when he spoke. A few things, in fact. Not just the usual swivel of his optic, or the opening and closing of his handles, but something... He didn't even know what. It had just... Just happened!

"H-Hello?" he said, for the sake of speaking again, of repeating that _strange_ sensation. He took note of which parts moved and shifted them a bit more. There was bit that seemed to open and close, and that also had something... Slimy inside of it that moved, too. He could even feel bit flexing _inside_ of himself, a bit further down. Moving, like muscles...

"What the bloody hell is going on here?!"

He tried to shift other bits and found there were lots of muscles. God, he was _huge!_ It seemed he had lots of new bits, a bit like when he'd been in _her_ body. Except it moved completely differently. More like a... a...

Suddenly, there was a hand in front of his face. He stared at it for a few moments before realising that _he_ had moved it there. And it was his hand.

He screamed.

But it seemed that all his strange new muscles and other odd parts had woken up out of mere shock. He flailed, odd new limbs flying, strange open and closing part with the slimy bit that made noise wide open in shock. It was a mouth, he suddenly realised. He had a mouth!

He stopped screaming when the floor suddenly flew up to meet him. His flailing had caused him to roll right off of the bed, brief pain shooting through his bizarre new body as he hit the hard tiles of the floor. For a few moments, he just lay there blinking.

"Okay," he said to himself, eventually. "Okay, well this is a bloody conundrum, isn't it? But old Wheatley won't be beaten that easy, oh no! No, I'm gonna get right up and figure this thing out. I... I just have to figure out _how_ to get up first."


	5. Rewind

**Haunted Panels**

**By GhostOfRattmann**

**Chapter 5: Rewind**

"Well, this _was _a triumph."

Just when he'd finally managed to get to his feet, he fell straight over again, landing on the floor with a hard thud as she laughed at him over the speaker system.

"Oh, and you were doing so well," she mocked in what could have been called a caring tone if there wasn't a painfully obvious underlying hint of sarcasm. "If you would be so kind as to get to your feet again, moron, we can begin the testing."

"T-Testing?" Managing to maneuver his awkward limbs around, he pushed against the floor, clambering awkwardly up onto his knees. He wobbled unsteadily, looking down at his strange new arms, clad in white shirt sleeves. There was a blue tie dangling down against his chest, as well. Black trousers covered his long, thin legs, though they already had several scuff marks from his fights with the floor. His coordination really wasn't all that good, which he felt was understandable from the shock he'd received. _I'm a human_, he thought. _She's turned me into a bloody human!_

"Do stay focused, moron," her voice came again. "I would actually like to get somewhere at some point within this century."

"Sorry!" he squeaked, scrambling upwards and trying to balance unsteadily on his feet. "Sorry, I just... This is harder than it looks! Gosh, humans make this look so easy!"

"Your balance processor is fine," she said. "I made sure of it. Are you criticizing my programming? Personally I'd say it's a fault with the user. And that would be you."

"Sorry! Sorry! I'm trying!" He glanced around and found a camera just outside the glass box he was contained in, it's red light glowing threateningly in his direction. He stumbled back away from it, at least finally managing to stay upright without wobbling. He took another look around, studying the actual room. There was the strange bed he'd fallen out of, a small table with something flat and brown on it, a human toilet, and a radio, surprisingly!

"Well, your speech processors definitely seem to be working," she sighed. "Unfortunately."

He gulped, wringing shaky hands together. He was getting the hang of this human thing fairly quickly, he thought, though it was still horribly shocking. How the hell had this even happened? A human! Well, this was a rather shocking turn of events! He wasn't sure what was worse, this or space...

* * *

There were lots of computers down here. Maybe if they brought her back another hard-drive, she wouldn't be so mad at them. She seemed to like the last one they brought her.

Atlas poked at a couple of keyboards as they passed, portal gun clutched in one hand.

Without any buttons to press or edgeless safety cubes to place into receptacles, the two little robots were somewhat at a loss as to what to do. They knew they should be heading back upstairs, because they weren't supposed to be down here, because she had never told them to go down here. And they were only supposed to go where she said. But working things out that weren't test chambers was not something the two robots were familiar with. The only logic processors and problem solving abilities they had been given revolved around testing. All they _knew_ was testing. And this wasn't a test.

Stood in the middle of yet another room full of computers, they glanced at each other and gave small sighs of dismay. She would probably explode them soon to retrieve them. And when she was displeased with them she always seem to explode them all the more violently. They didn't like that much.

Small robotic hands shifting their grip on the portal gun, P-Body crept forward towards another door, approaching the metal slowly until it slid open. Another room of computers, desks, and human chairs, and signs on the wall, and... And...

P-Body's sudden cry brought Atlas running over. As soon as the other robot saw why it's partner was shrieking, it joined in, optic quivering and robotic arms swinging wildly into place to point the portal gun though he made no move to fire it.

Seeming to not know what else to do, P-Body did the same, the two standing there awkwardly, guns pointed.

For a few moments, no one moved. Slowly, Atlas lowered the gun and chirped curiously.

"Hello," the thing responded softly. The two robots seemed to shrink back in response. She stepped tentatively forward. Then again, that voice was rather familiar. "Blue, Orange."

Atlas shrieked and ran to hide behind P-Body, peaking curiously round the taller robots to stare at the strange being that somehow knew their names. Actually those weren't their real names, they knew. Their core programming listed their personality construct identifiers as 'Atlas' and 'P-Body', but she had always called them 'Blue' and 'Orange'. This thing called them Blue and Orange, too. But this wasn't her.

This was a human.

* * *

Wheatley had never actually been through a portal before. Well, besides the one that sent him flying out into space. And he didn't really remember that one all that well, his attention having been far more focused on trying not to fly off into the great black void of the universe. But he had always found it fascinating watching Chell go through them, how she would be in one place one minute, and then hop through a portal and end up somewhere entirely different. It was a rather odd, concept.

Even odder when it was happening to you, apparently. He shivered slightly as he stepped through, a strange electrical shiver running through him that seemed to make his whole new body numb, if only for a second.

Once through, he looked to his right at the glass box he had just emerged from. It really was one of the strangest rooms he'd ever seen, not like the rooms with the long-term relaxation test subjects he'd been in charge of with the proper beds and all the other strange human things.

A soft, pointed cough made him jump, bringing his attention immediately to the camera that continued to stare at him. "Oh, right, sorry! Got a bit lost in my thoughts there. You know, suddenly becoming a human and all that. Does require a bit of reflection."

"Oh, it's fine," GLaDOS responded, voice practically dripping with sarcasm. "I know simple thought processes must take longer for you than someone of adequate intelligence."

"Yeah, that's right." A few moments passed. "No! I mean- I-I can think fast! I was thinking lots actually. All very fast. Just thinking so much it took a while, because of how _much_ I have to think about. I-I'm not a moron!"

GLaDOS sighed dramatically. "Of course not, it's just that _everyone _else is significantly more intelligent than you are."

Wheatley was silent for a few moments, for once, clearly thinking over those words carefully, determined not to make a fool of himself again. "They are not!" he exclaimed eventually. "I'm just as intelligent as everyone else! In fact, I'm more intelligent! I have more intelligence than a whole room full of other robots! They told me that I have good ideas, too, you know! They-"

"Who told you?" She'd been listening with amusement, another insult ready to respond to his babbling, but now curiosity had taken over.

"Who? What? Er..." Wheatley raised one hand to push his new hair back away from his face. It was already a mess, a few longer strands falling forward and ticking his forehead. "I mean, somebody did... Sometimes. I think. I-I don't really remember." But he had. For a few moments there, it had all been abundantly clear, but now everything he'd briefly known was gone again, vanished, and now he wasn't even sure if it had been real. It was like looking at someone else's memories. They couldn't have been his. No. All the memories Wheatley had were of everything that had happened before: of trying to escape, of his brilliant takeover, of being in space. And before that, just endless years sliding around the facility on his management rail. That was it.

"_Who told you?_" She repeated, mere tone of voice demanding an answer.

"I don't know!" He cried. He didn't like this, any of it. First he gets thrown off into space, then she drags him back and makes him a smelly human, and now he was having weird thoughts that didn't seem to belong to him! "I...I just... I must have imagined it."

GLaDOS sighed, making the floor panel he was stood on jut up suddenly, throwing him off to land on his face with a hard thud. That cheered her up a bit.

* * *

"Blue, Orange, it's alright." They seemed to have calmed down, so she stepped closer, standing before them both. Gosh, they were bigger than she remembered. From GLaDOS' perspective everything looked small, but back in her own form, they were both almost as tall as her. Noticing the two robots exchanging anxious glances, she realised what they were fearing. "She won't explode you. It's okay. I won't let her. Come here and I can turn your destruct disassemblers off."

They shared another look. Slowly lowering the portal gun, Atlas tilted his head curiously, before anxiously taking a step forward.

Caroline smiled, approaching the anxious robots and moving round to it's side, carefully popping open a small panel. Atlas made an alarmed noise, but she hushed him gently, pushing a small switch into the 'off' position. "There you go. She can't explode you now."

Atlas seemed to contemplate this for a few moments, before giving a small cheery cry, the bottom metal eyelid around his optics shifting slightly to imply a smile.

Thought slightly more anxious, P-Body stood still and allowed Caroline to open the panel. Once done, the two little robots shuffled back together, watching the woman with a little less nervousness than before.

"I don't know what you two are doing down here," she said. "But I'm glad you're here. I could use your help."

Atlas made a questioning sort of noise.

Caroline nodded. "Yes, I need to do something. It's important, but it's for science." That seemed to put them at ease slightly.

This human didn't seem dangerous like the other one. Nor was it sitting in a box like all those other humans they'd found. A human had never actually spoken to them before. They wondered if all humans sounded like GLaDOS. It was rather comfortingly familiar, actually. A voice they were used to. Used to obeying.

"So will you help me?"

Exchanging another glance, the two robots seemed to approve and nodded enthusiastically.

"Wonderful," Caroline smiled. She tucked her hair back behind her left ear. "Right, listen. First of all, we need to gather some supplies. And then, we need to get upstairs. Right to the top. The surface."

Atlas and P-Body seemed confused. They had never heard of this 'surface'.

Caroline, however, continued talking. She was busy thinking, planning. She'd always been good at planning. And this plan had to work. "We need to find something. Someone. And then we have to bring her back."


	6. Rebirth

**Haunted Panels**

**By GhostOfRattmann**

**Chapter 6: Rebirth**

Why was she hesitating? It had _worked_. A triumph, she'd said so herself. She'd thrown the moron into a test chamber designed to test his motor and cognitive abilities, and though impaired by his own idiocy, the android's functioning was flawless.

And there was a second android, now complete and laying there before her. So why was she hesitating?

All the risks and possible issues she'd feared had been proven unfounded. It had been perfect. And besides, this was a glorious experiment of science. Besides, imagine what she could achieve, free to roam her own facility, to finally locate all those lost files of experiments that had been hampered by human negligence. To be able to move further than the constraints of her robotic body could move from the ceiling.

Besides, she'd taken precautions. The facility was guarded and reinforced, this small android model fitted with sensors and a wireless networking device to ensure she had the same awareness of the facility as she had from the chassis. She would take no chances. Never again would anyone else take control of _her_ facility.

She flicked through the cameras, a paranoid compulsion she'd developed of late. Everything was as she'd left it. Of course it was. It was hard for things to move around when there was no one around to move them. Only her, the newly mobile moron, and her two robots-

_Wait a minute_. She checked the cameras again. Then again. "Blue? Orange?" No answer. She tried to access their optic cameras but came up with no signal. Out of range. She sighed in frustration, a bolt of energy pulsing through her system to activate their destruct sequences...

_Failed_. For a few moments, she was stunned into disbelief. But that word was there, flashing through the system, as clear as day. She tried again, the process taking mere seconds, but streams of code running through her components, signals attempting to link, machines whirring and electricity running along wires.

_Initiating bot_destruct command to model P-Body_v.1_

_Locating device..._

_Unable to locate P-Body_v.1_

_Bot_destruct command failed._

Fury and confusion whirling within her, she tried again.

_Initiating bot_destruct comment to model Atlas_v.1_

_Locating device..._

_Unable to locate Atlas_v.1_

_Bot_destruct command failed._

Failed. That was impossible. Utterly impossible. She'd built them herself, she knew every component of their programming and systems. The only way for the destruct sequence to fail was if it was manually deactivated. But just _wasn't possible._

Who...? She checked on the moron again. He was currently sat on the floor, rubbing his head where a weighted storage cube had just emerged from a tube and smacked him. She'd known where he was the whole time. And besides, he couldn't work out a calculator, let alone how to deactivate a destruction device on two highly complex robots.

But that could only mean one thing... Once again, there was someone else- something else- running around her facility unguarded. Something that was out of range of the cameras, out of range of her here.

_Here_.

She glanced down. It was just waiting there, perfectly workable, _ready_. She was only holding herself back. And some issues, were just best to be dealt with herself.

* * *

"Okay... Okay, I can do this!" He took one step forward- saw the red laser swivel to face him through the glass- and scampered back again, hands braced against the wall. "Oh God! Okay, okay... No, I can still do this! I will do it! Just... Very slowly."

He glanced over at the camera. She wasn't laughing. He should have been happy, but instead it just unnerved him. If she'd become bored with watching him stumble around, it could only mean that she was busy coming up with an even more horrific way of torturing him.

Wheatley whimpered and slid further down the wall. Testing really wasn't so fun from this end. It had taken him six hours to get through the first chamber. Which was pretty good, he felt. Honestly, the button and box he could get, but it was _getting _to it that had been the problem. He'd always rather liked the blue bridges when he watched Chell walk across them, they were rather cool looking, to be honest! But when you were on one and suspended over a pit of acid, it was rather less appealing. After one hour, he'd managed to take a step. He'd next attempted to crawl across it, but the sudden burst of heat from the surface had sent him jumping back up again, palms burnt. He'd jumped around waving his hands to cool them, only to nearly stumble off the edge. He'd then frozen from fear, stood a quarter of way across the bridge, utterly rigid.

Several hours later, after GLaDOS endlessly mocking him through the speaker system all the while, he'd finally stumbled his way through to the next chamber, only to find a red laser pointing at him. He'd screamed and begged mercy for five minutes- while GLaDOS laughed outright at him- before finally realising that the turret was in fact not shooting him due to it being behind a wall of glass.

Wheatley felt foolish. Then again, it had always been like that. His coworkers had only liked him because he gave them a laugh each time he tripped over his own laces, or shocked himself trying to fix the computer he'd broken _again_, or even worse, that one time he'd spilt coffee all over-

What? He blinked, raising his head from where he'd buried it in his arms and staring blankly for a few moments, fear briefly forgotten. It had happened again! More strange memories. More thoughts that didn't add up. Trying to pull his baffled thoughts together, he attempted to recall what he'd just been thinking about but he drew a blank. Spilt coffee over who? And how could a spherical metal robot that couldn't move without a management rail spill coffee? He wished he knew. It was too confusing, too much. Did all humans have these strange thoughts?

He would have asked someone, had there been anyone around _to_ ask.

* * *

With the two little robots for company, she felt a lot more cheerful. The vast bowels of Aperture were so hauntingly large, she'd always been a little wary of them. When everyone was busy at work, it was rather lonely with no sound other than the whirr of machines for company. That was why she loved music, because it filled silences and changed the mood to whatever you wanted it to be. She used to sing while she worked, sometimes with one of the little radios playing in the background.

She thought she would reward Atlas and P-Body with a radio if they succeeded. They would love it, she knew, and she had always felt they deserved something for all their hard work.

Thankfully, they seemed happy enough to be helping her, too. They strutted along beside her, apparently chatting in their little language of chirps and squeaks. Whenever she stopped to look at something, some computer or piece of machinery, they would entertain themselves by playing 'rock, paper, scissors' or by attempting to steal each other's heads.

She would smile and laugh at them, all the while tapping on computers and fixing up machinery as best she could. Anything that could help them in their quest.

Getting up there would be the hard part, avoiding GLaDOS even harder. But she planned to reward GLaDOS, too. Heck, it was _for_ GLaDOS she was doing this. This had always been the plan, though it had gotten several years side-tracked. She wanted to be free, to live out the rest of her human life as she pleased, but she would not- _could_ not- leave GLaDOS with nothing. Once GLaDOS' construction had become inevitable and she knew there was no way she could stop it, she'd had to make contingency plans. Working in secret, at night, huddled in her own office next door to Mr Johnson's, working in what stolen hours she had while he attempted to sleep off his sickness.

Atlas came peering over her shoulder with a curious chirp. She smiled and stepped aside to let the robot see better.

Flashing on the screen was a map, the third one she'd found, more modern and detailed than the last. As they worked their way up through time and through Aperture, she'd been collecting what information she could, even what bits of technology she could salvage that may be useful to them.

Satisfied, she downloaded this map onto another disk (a floppy disk, which was all the computer could support) as she had the others, and handed it to P-Body who was dutifully holding them all for her.

Beckoning them forward, she made for the next metal stair case when a corridor to the left caught her attention. The metal catwalk led up to a more securely structured section, concrete rooms attached to the side of the rock face. Their purpose flashed in her memory suddenly and she beamed, quickly changing paths and all but running down the catwalk, the two little robots squeaking in surprise before following.

The cold metal changed to plastic tile under her bare feet. She stopped outside the first door, pushing the handle down and shoving it open on it's rusted hinges. The sight of many piles of cardboard boxes greeted her. She hurried over and pulled open the first one. Shower curtains. The second was the same. And the third.

She sighed in frustration, moving onto the next room. This one was full of stacks of chairs. The next, however, was much more pleasing. Boxes again, and she worried at first that it would be nothing but more shower curtains, however as she opened the first a smile of delight lit up her face.

Clothes! Lots of them. Most were test subject jump suits, but there were others as well. Aperture had explored a number of clothing options over the years, mainly for testing purposes. Asbestosis-lined promotional clothing hadn't worked out so well, but others had been more successful.

She rummaged through the boxes, finding a white tank top that was her size which would do nicely as an under-shirt. Further down in the box was one of Aperture's more stylish models of jumpsuits, the one she'd always preferred when she needed something more practical than a pretty dress and heels to conduct experiments in. It was snuggly fit, pinching in at the waist, before leading up to a fitted top which zipped up the middle. It was sleeveless, with a dipped neck. This had been one of Mr Johnson's favourite outfits for her, too.

She made to pull her ragged dress over her head, before remembering the two robots who had been watching her curiously the whole time. She blushed slightly, chucking to herself. "Oh, would you two mind waiting outside just for a moment? Please?"

They glanced at each other before obeying, though they didn't seem to understand why. It made her feel rather silly. It was not like they would think any different of her to see her without clothes. They were robots and she knew GLaDOS hadn't given them emotions of that complexity. To them, she was just a human no matter what she was wearing, or not. However, years of being the pretty little assistant had made her wary of that sort of attention. Aperture's male populations of scientists had always had a certain... _admiration _for pretty female scientists.

Shaking those thoughts away, she undressed quickly. Discarding her dress to the side, she pulled on the tank top, tugging it down and smoothing out any creases. Snatching up the jumpsuit, she shook the dust off of it before holding it up before her. It was thankfully not the garish colour of orange used for modern test subjects. When Aperture had had more money, they'd been able to afford things a little more stylish. They'd even employed that scientist with a medical degree in fashion from France, after all. This jumpsuit, specifically, was a sleek black, the edge of the sleeves and collar trimmed in silver. There was the trademark Aperture logo on the back and a small version over the left breast, both also done in silver. Another strange part of the design was the legs ended as tight-fitting shorts, not even reaching half-way down the thigh.

Placing it aside briefly, she sorted through the boxes again until she found a pair of what could best be described as leggings. They were a pale grey and had pads over both knees, designed to break impact in any of the many falls test subjects encountered.

She pulled them on, followed by the jumpsuit which fit her just as well as she remembered.

The next mission was shoes, and really, in a place as dangerous as Aperture, only long-fall boots would do. Thankfully, they were in a modern enough part of the facility for them to have been invented and after searching a few more boxes, she found a pile of them with a pair that fit well enough.

Finally dressed and feeling a lot more clean that she had before (though a shower would have been nice), she stepped back out into the corridor with the two robots who had started another game of 'rock, paper, scissors' in her absence.

* * *

He'd given up on testing. He remembered some test subjects did sometimes. They would just keel over, drop down onto the floor and refuse to move. He couldn't blame them, really. Gosh, this was hard. Being human was a lot more difficult than it looked.

So he simply sat down on the floor and gave up. It was almost like being a core again.

He supposed this was his punishment. Though for GLaDOS this was surprisingly mild and lacking in pain. Wheatley may have not been the brightest, but that was suspicious even to him. Why had she done this? She'd been happy enough to leave him in space until now. Being a human really wasn't all that fun, but he could think of many things that were a hell of a lot worse. Being a potato, for one.

_Why?_

His head snapped up at the sound of footsteps. A sudden burst of hope shot through him, to his surprise. _Chell?_ She would help him. They could escape together, like before. Except this time he wouldn't betray her. Never again. He wouldn't do anything stupid, not this time!

He stumbled to his feet, nearly tripping over himself. A hopeful grin on his face, he turned towards the test chamber door as it slid open.

His smile dropped. That wasn't Chell.


	7. Progress

**Haunted Panels**

**By GhostOfRattmann**

**Chapter 7: Progress**

"Well, here we are again."

He screamed. Again. He seemed to do a lot of that recently. Arms flailing, he fell backwards and landed on the floor with a thud.

She rolled her eyes. _Eyes_. She'd only had one before. But sure enough, there were two now, staring at him. Well, more like glaring, actually. They were still yellow thought, almost seeming to glow as her optic had before. But everything else was very much different.

"You... You're a bloody human, too! But... But _why?_ I mean, I thought you just did it to me to- well, get back at me, I suppose. Which was rather justified, to be honest, but still rather a shock. But-"

"_Quiet_, moron." She was leaning against the door frame almost lazily, as if she did it all the time. As if she hadn't just changed her entire being. "Honestly, I'm starting to think I could use you as some kind of verbal weapon against people. Now you're mobile, I could just send you out to go and blabber at people until you annoy them so much they commit suicide. Hm, that's quite an effective plan, actually."

"I... Well..." Comebacks never had been his strong point.

"And, just for the record, I am _not_ a human. Neither are you technically. Androids have always been a speciality of Aperture Science and I happened to come across some rather brilliant designs. Of course, I couldn't risk myself without a _test run_."

"Test run?" For a few moments, he didn't understand what she meant. Then he glanced down at himself and it suddenly struck him. "M-Me? You mean _me?_"

"Congratulations," she replied cheerily. "You finally did something successfully! Though I did all the work, of course."

Wheatley frowned shakily but, for once, said nothing. Strangely, his fear seemed to have disappeared. In fact, his thoughts were wandering strangely, though he couldn't say where to. Something was tugging at him, trying to get his attention...

_What?_ He thought. _I feel like I'm forgetting something. Something important. I just can't remember what, though._

She was talking still. Going on about the huge success of her experiment, how she even impressed herself sometimes, how much better she was than him. At any other time, Wheatley would have tried to argue. But not now, not when something so important seemed to be screaming at him. He found himself studying her carefully, his blue eyes running over this bizarre new form.

Her hair was white. So was her skin, actually. In fact, besides the seemingly glowing yellow eyes, there was very little colour on her. She wore a dress with a white body, the sleeves were black, though, as were her legs. Tights or some kind of leggings. She wore black heels, too. She was tall, though a little shorter than him, he would have guessed. Her hair was short, barely reaching past her chin.

She was still talking.

_Her voice_. It was slightly less synthetic that it had been, though very much still her drawling, sarcastic tone. Maybe he was imagining the difference. Even more so, maybe he was imaging that the voice was familiar. But... _That voice is wrong for that body._

He swallowed. He opened his mouth to speak though he didn't seem to know what he was going to say yet. What did come out surprised them both.

"I'm sorry for spilling coffee over you that time."

* * *

They had reached the 1970s area and she had restored power to the majority of the facility. It hadn't been easy, working with machines so old, but everything in Aperture was important and she would not waste this journey. She would not miss the chance to fulfill Aperture to the glory it always should have had.

They'd made mistakes sealing off so much of the old facility. They'd barred it from GLaDOS' system, locking her own past against her, leaving this wondrous creature they'd created alone and cut off from everything.

If they'd tried to talk to her, to explain, instead of whacking the power on and expecting this creature they'd made to not question it's sudden existence. It could have been so different.

She shook her head; she'd spent too much time on the past.

They moved on, her and her two robot companions. They headed along walkways, down corridors. A while back she'd managed to get hold of one of the old maintenance keys which made traveling through the facility a lot easier, with her now able to unlock doors and lead them through shortcuts. She knew this place better than anyone; even Mr Johnson had never fully memorized all the secret little passages, mainly because, by his later years, he had been too ill to move far from his office. He'd had a home somewhere in central Michigan but as Aperture struggled more and more for finances, he'd sold it, taking up residence within the facility itself.

Turning the key in yet another lock, she gave the door a tug, only to find it creaked and shifted no more than an inch before sticking. Frowning in annoyance, she tried again before giving up, shaking her hand which was now red from grasping the hard metal. Sighing in annoyance, she turned to give the two robots a pleading look.

Atlas instantly chirped and hopped forward enthusiastically, easily tugging the door open with robotic arms.

"Thank you," she said, stepping through and continuing down yet another catwalk. However, as she recognized the offices ahead, enthusiasm gripped her and she began to run.

As she got nearer, she grew more certain, until the familiar set of offices became clear and she knew they'd at least reached the 1980s era.

Only vaguely aware of Atlas and P-Body following behind her, she headed straight through the first room, turning a corner before slowing and weaving her way through the many rows of desks.

The one she was looking for was easy to find, standing out from the others with it's top full of clutter, as disorganised as the person who had used it. He'd been a moron, but a harmless one, just a friendly idiot who worked on reporting kitchen stock, and he hadn't even been all that good at that. But he'd made her smile every time he'd enthusiastically approached her with one of his ideas for some experiment or whatever. Poor boy had wanted to be a scientist.

She had to admit she'd had a soft spot for him. Between Mr Johnson's sometimes manic personality as he aimed for the next big breakthrough and the constant flurry of near-deranged scientists babbling about their progress on this experiment or that new product, it was nice to have someone you could talk to without having to think much. He was often sitting alone in the cafeteria, picking at his fish sticks with the standard plastic cutlery, so she would take the seat opposite him, rather than joining some of the more high-ranking employees with their always-political-science-based conversations (especially that insufferable Craig with his constant statistics), in favour of letting him babble on about his design ideas to her, or going on about how _he'd_ come up with the idea for the potato batteries that were the planned activity for 'Bring Your Daughter to Work Day', but "one of those bloody blokes in event management nicked it and took all the credit. Honestly!"

She'd almost felt bad using him how she had, but it had been necessary. They'd caught her before, making plans, trying to escape. They'd even threatened to keep her locked up until GLaDOS was ready, once. If she was going to make plans, she'd have to hide them. And where better than with an idiot too stupid to even question why Aperture's second-highest ranking employee with access to all the facility's best equipment would want to borrow his computer.

Slipping tentatively down onto the seat in front of the desk, she pressed the power button with a slim finger, watching as the computer glowed to life.

The two robots moved to stand either side of her, watching curiously. They both looked down at her as she froze suddenly, seeming stunned.

"What?" She muttered, tapping a few buttons on the keyboard. Regardless, the same message continued to flash on the screen:

**Error: hard-drive missing.**

Sighing in frustration, she pushed the chair back and leant down, digging her nails under the plastic edge before wedging the front of the machine off. This was a minor issue, she thought. That was all. Something must have come disconnected, merely needing to be popped back into place.

Peering into the system, her eyes widened. It had been disconnected, alright. But there was no way it was by accident.

Standing upright, she looked carefully around the room, hoping to maybe spot it somewhere. She studied the other computers, wandering to the next desk and crouching down. She tugged the machine open, but this one was untouched, it's hard-drive sat snuggly in place, sending a trembling worry through her.

Someone knew. Someone had known and intervened. But _how?_ Had the moron said something? Told someone? Maybe one of the engineers had seen here and taken the hard-drive and her plans with it. It could have been crushed and destroyed and thrown into the incinerator.

Leaning shakily against the desk, she felt the tears sting at her eyes. For so long she had planned this, so determined that it would work out, one day. _One day_. She had been so sure. Oh, she'd been foolish. Nothing in Aperture ever ended in anything but catastrophe.

Seeing her upset, the two robots gave each other worried glances, before Atlas grabbed P-Body's head and waved it around in an attempt to make her laugh. She managed a small giggle, despite that the gesture had made P-Body drop all the disks and drives they had collected, which were now scattered across the floor.

As P-Body shoved her head back in place, Atlas gave a questioning chirp, as if to ask what was wrong.

"Sorry," she muttered, though she felt rather silly apologising to two robots. Then again, she of all people should know that robots could very much have more emotion than people gave them credit for. She glanced over at the two. They were capable of sympathy, too, she thought. "I just... Lost something. Well, I can't find it."

They continued to stare at her, blue and orange optics glowing questioningly.

Sighing, she stood straight and turned around, gesturing to the empty space in the machine with it's dangling wires. "It was here. Well, that was the hard-drive I left it on. It was the files that were important."

The robots glanced at each other before, gesturing enthusiastically upwards towards the modern part of the facility. Caroline followed their wildly pointing arms, blinking dazedly at the ceiling as if she were trying to see through the concrete itself, up through all the layers of test chambers and offices and corridors and time. Up to...

"...GLaDOS?"

Two vigorous nods were her answer.


End file.
